Amendment of the SRL agreement (art. 160 LGS)
Article 160 governs majorities for amendments and the right of withdrawal.
What article 160
Article 160 governs majorities for amendments and the right of withdrawal.
The agreement shall set the rules for resolutions amending it. The majority must represent at least more than half the capital; if no rule exists, three quarters of the capital are required. If one member alone holds the majority vote, another member’s vote is also required. Transformation, merger, spin-off, extension, revival, transfer of domicile abroad, fundamental change of purpose, and any resolution increasing obligations or liability give dissenting members a withdrawal right.
Source: Law 19,550, art. 160 — InfoLEG (updated official text)
Commentary
Amendments require qualified majorities, and specified structural changes give dissenters a withdrawal right.
Do you need advice on this matter?
The firm is headquartered in Buenos Aires, Argentina, and advises clients worldwide.
Contact the firm